American Medical Systems Gives Notice of Anticipated Designated Event Conversion Rights to Holders of 3 ¼% Convertible Senio...
26 Mai 2011 - 10:05PM
Business Wire
American Medical Systems Holdings, Inc. (“AMS” or the “Company”)
(NASDAQ: AMMD) announced that, pursuant to the terms of the
indenture (the “2036 Indenture”) governing its 3 ¼% Convertible
Senior Subordinated Notes due 2036 (the “2036 Notes”), it
anticipates that a “Designated Event” (as such term is defined in
the 2036 Indenture) may occur on or about June 17, 2011 (the
“Anticipated Designated Event Effective Date”) as a result of the
proposed transactions contemplated by the Agreement and Plan of
Merger, dated as of April 10, 2011 (the “Merger Agreement”) among
Endo Pharmaceuticals Holdings Inc. (“Endo”), NIKA Merger Sub, Inc.,
a wholly owned indirect subsidiary of Endo (“Merger Sub”), and AMS.
As previously disclosed, under the Merger Agreement Endo will
acquire AMS for $30.00 per share of common stock, par value $0.01
per share of AMS. Subject to the satisfaction or waiver of the
conditions set forth in the Merger Agreement, Merger Sub is
expected to merge with and into AMS on or about June 17, 2011 (the
“Merger”), with AMS continuing as the surviving corporation and a
wholly owned subsidiary of Endo. Completion of the Merger would
constitute a Designated Event under the 2036 Indenture.
The 2036 Indenture requires AMS to give advance notice of the
anticipated Designated Event that may occur as a result of the
completion of the Merger, as well as the anticipated effective date
of the Merger. The Merger is subject to certain closing conditions
and there can be no assurance that the Merger will be completed on
the expected date, or at all.
Holders of the outstanding 2036 Notes have the right to convert
such 2036 Notes at any time beginning on May 26, 2011 (the date
that is 15 “Trading Days” (as such term is defined in the 2036
Indenture) prior to the Anticipated Designated Event Effective
Date) and until any time before the close of business on the
business day immediately preceding the 40th day after the date AMS
mails the “Designated Event Company Notice” (as such term is
defined in the 2036 Indenture), in accordance with, and subject to,
the provisions of the 2036 Notes and the 2036 Indenture.
About American Medical Systems Holdings, Inc.
American Medical Systems, headquartered in Minnetonka,
Minnesota, is a diversified supplier of medical devices and
procedures to treat incontinence, erectile dysfunction, benign
prostatic hyperplasia (BPH), pelvic floor prolapse and other pelvic
disorders in men and women. These disorders can significantly
diminish one's quality of life and profoundly affect social
relationships. In recent years, the number of people seeking
treatment has increased markedly as a result of longer lives,
higher-quality-of-life expectations and greater awareness of new
treatment alternatives. American Medical Systems' products reduce
or eliminate the incapacitating effects of these diseases, often
through minimally invasive therapies. The Company’s products were
used to treat approximately 340,000 patients in 2010.
Forward-Looking Statements
This press release contains forward-looking statements relating
to, among other things, the expected timing of the completion of
the proposed merger between AMS and Endo, the ability to complete
the transaction considering the various closing conditions, the
designated event anticipated with respect to the 2036 Notes, and
any assumptions underlying any of the foregoing. These statements
and other statements contained in this press release that are not
purely historical fact are forward-looking statements, within the
meaning of the Private Securities Litigation Reform Act of 1995,
that are based on management's beliefs, certain assumptions and
current expectations. Actual results may differ materially from
anticipated results. The forward-looking statements contained in
this press release are made as of the date hereof, and AMS
undertakes no obligation to update any forward-looking statements
to reflect events or circumstances after the date on which any such
statement is made or to reflect the occurrence of unanticipated
events. Additional information concerning AMS’s risk factors may be
found in AMS’s public periodic filings with the Securities and
Exchange Commission (“SEC”), including the discussion under the
heading “Risk Factors” in AMS’s Annual Report on Form 10-K for the
year ended January 2, 2011, and its Quarterly Report on Form 10-Q
for the quarter ended April 2, 2011.
More information about the Company and its products can be found
at its website www.AmericanMedicalSystems.com and in the Company’s
Annual Report on Form 10-K for the year ended January 2, 2011 and
its other SEC filings.
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